Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - ONLINE DISRUPTIVE TECHNOLOGIES, INC. | form8k.htm |
| EX-10.10 - FORM OF SUBSCRIPTION AGREEMENT FOR US SUBSCRIBER - ONLINE DISRUPTIVE TECHNOLOGIES, INC. | exhibit10-10.htm |
(NON-U.S. AND NON-CANADIAN SUBSCRIBERS ONLY)
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
ONLINE DISRUPTIVE TECHNOLOGIES, INC.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT SHARES
INSTRUCTIONS TO PURCHASER
THIS SUBSCRIPTION FORM is for use by non-US and non-Canadian investors.
| 1. |
REVIEW the entire subscription form. |
| 2. |
COMPLETE the information on page 2 of this Subscription Agreement. |
| 4. |
RETURN this Subscription Agreement together with the subscription proceeds paid by certified cheque or bank draft to Online Disruptive Technologies, Inc. 3120 S. Durango Dr. Suite 305, Las Vegas, Nevada 89117 Attention: Benjamin Cherniak. The subscription proceeds may also be wired to Online Disruptive Technologies, Inc. pursuant to wiring instructions that will be provided to the Subscriber upon request. |
| 5. |
All other information must be filled in where appropriate. |
This is Page 2 of 11 pages of a subscription agreement and related appendices, schedules and forms. Collectively, these pages together are referred to as the “Subscription Agreement”.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
TO: Online Disruptive Technologies, Inc. (the “Issuer”), of 3120 S. Durango Dr. Suite 305, Las Vegas, Nevada 89117.
Subject and pursuant to the terms set out in the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices attached which are hereby incorporated by reference, the undersigned subscriber (“Subscriber”) hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:
| 6,000,000 Common Shares of the Issuer (each, a “Share”) |
| US$0.001 per Share for a total purchase price of US$6,000.00 |
| The Subscriber or the Beneficial Purchaser owns, directly or indirectly, the following securities of the Issuer: 5,000,000 |
| [Check if applicable] The Subscriber or the Beneficial Purchaser is [ ] an insider of the Issuer. |
The Subscriber directs the Issuer to issue, register and deliver the certificates representing the Shares as follows:
| REGISTRATION INSTRUCTIONS | DELIVERY INSTRUCTIONS | |
| Online Disruptive Technologies, Inc. | ||
| Name to appear on certificate | Name and account reference, if applicable | |
| Online Disruptive Technologies, Inc. | ||
| Account reference if applicable | Contact name | |
| Benjie Cherniak | ||
| Address | Address | |
| 3120 S. Durango Drive, Suite 305, Las Vegas, Nevada, 89117 | ||
| Telephone Number 702-579-7967 |
EXECUTED by the Subscriber this ____ day of _______________, 2012. By executing this Subscription Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting are resident in the jurisdiction shown as the “Address of Subscriber” or “Address of Beneficial Purchaser”, respectively.
| EXECUTION BY SUBSCRIBER: | DETAILS OF BENEFICIAL PURCHASER | |
| X | (IF NOT THE SAME AS SUBSCRIBER) | |
| Signature of individual (if Subscriber is an individual) | ||
| X | ||
| Authorized signatory (if Subscriber is not an individual) | Name of Beneficial Purchaser (please print) | |
| Name of Subscriber (please print) | Address of Beneficial Purchaser (residence) | |
| Name of authorized signatory (please print) | Telephone Number of Beneficial Purchaser | |
| Address of Subscriber | E-mail address of Beneficial Purchaser | |
| Telephone Number of Subscriber | Accepted this day of _______________, 2012 | |
| ONLINE DISRUPTIVE TECHNOLOGIES, INC. | ||
| E-mail address of Subscriber | Per: | |
| Social Security/Tax I.D. No. of Subscriber | Authorized Signatory |
By signing this acceptance, the Issuer agrees to be bound by the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices incorporated by reference. If funds are delivered to the Issuer’s lawyers, they are authorized to immediately release the funds to the Issuer.
| Subscription Agreement (with related appendices, schedules and forms) | Page 3 of 11 |
TERMS
| Reference date of this | ||
| Subscription Agreement | May 3, 2012 (the “Agreement Date”). | |
| The Offering | ||
| The Issuer | Online Disruptive Technologies, Inc. (the “Issuer”). | |
| Issue Price | US$0.001 per common share of the Issuer (each, a “Share”) | |
| Offering | There is no minimum or maximum offering. | |
| Cancellation | If the Subscriber ceases employment with the Issuer either due to: | |
| • | the Subscriber leaving the Issuer for any reason; or | |
| • | the Issuer firing the Subscriber for either gross negligence or willful misconduct; | |
| then the Subscriber agrees to cancel Shares (the “Cancelled Shares”) as follows: | ||
| • | if the Subscriber ceases employment with the Issuer within one year from the Closing Date, the Subscriber will cancel 3 million Shares; | |
| • | if the Subscriber ceases employment with the Issuer between one year from the Closing Date and two years from the Closing Date, the Subscriber will cancel 1.5 million Shares; and | |
| • | if the Subscriber ceases employment with the Issuer between two years from the Closing Date and three years from the Closing Date, the Subscriber will cancel 500,000 Shares. | |
| The Subscriber will execute all documents necessary to return all of the Cancelled Shares | ||
| to the treasury of the Issuer. | ||
| Selling Jurisdictions | The Shares will be sold by the Issuer outside the United States and Canada (the “Selling Jurisdictions”). | |
| Resale restrictions and legends | The Subscriber acknowledges that any resale of any of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available. | |
| The Subscriber acknowledges that the certificates representing the Shares will bear the following legends: | ||
| THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT | ||
| Subscription Agreement (with related appendices, schedules and forms) | Page 4 of 11 |
| The Subscriber and any Beneficial Purchaser are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them. | |
| Closing Date | The completion of the sale and purchase of the Shares will take place in one or more closings, on a date or dates as agreed to by the Issuer and the Subscriber. Payment for, and delivery of the Shares, is scheduled to occur on or about May 8, 2012 unless the Closing Date is extended in the sole discretion of the President of the Issuer (the “Closing Date”). |
| The Issuer | |
| Jurisdiction of organization | The Issuer is incorporated under the laws of the State of Nevada. |
| Commissions with Jurisdiction Over the Issuer | The “Commissions with Jurisdiction Over the Issuer” is the SEC. |
| Securities Legislation Applicable to the Issuer | The “Securities Legislation Applicable to the Issuer” is the 1933 Act (as defined herein), U.S. Securities Exchange Act of 1934. |
End of Terms
| Subscription Agreement (with related appendices, schedules and forms) | Page 5 of 11 |
GENERAL PROVISIONS
1. DEFINITIONS
1.1 In the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 5 to 12 and the other schedules and appendices incorporated by reference), the following words have the following meanings unless otherwise indicated:
| (a) |
“1933 Act” means the United States Securities Act of 1933, as amended; | |
| (b) |
“Applicable Legislation” means the Securities Legislation Applicable to the Issuer (as defined on page 4) and all legislation incorporated in the definition of this term in other parts of the Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions; | |
| (c) |
“Beneficial Purchaser” means a person for whom the Subscriber is acting in purchasing the Shares who will be the beneficial owner of the Securities within the meaning attributed to it by Rule 13d-3 adopted by the SEC under the 1934 Act; | |
| (d) |
“Closing” means the completion of the sale and purchase of the Shares; | |
| (e) |
“Closing Date” has the meaning assigned in the Terms; | |
| (f) |
“Commissions” means the Commissions with Jurisdiction over the Issuer (as defined on page 4) and the securities commissions incorporated in the definition of this term in other parts of the Subscription Agreement; | |
| (g) |
“General Provisions” means those portions of the Subscription Agreement headed “General Provisions” and contained on pages 5 to 12; | |
| (h) |
“Private Placement” means the offering of the Securities on the terms and conditions of this Subscription Agreement; | |
| (i) |
“Securities” means the Shares as defined in the Terms; | |
| (j) |
“Subscription Agreement” means the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices incorporated by reference; and | |
| (k) |
“Terms” means those portions of the Subscription Agreement headed “Terms” and contained on pages 3 to 4. |
1.2 In the Subscription Agreement, the following terms have the meanings defined in Regulation S of the 1933 Act (“Regulation S”): “U.S. Person” and “United States”.
1.3 In the Subscription Agreement, unless otherwise specified, currencies are indicated in US dollars.
1.4 In the Subscription Agreement, other words and phrases that are capitalized have the meanings assigned to them in the body hereof.
| Subscription Agreement (with related appendices, schedules and forms) | Page 6 of 11 |
2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
2.1 Acknowledgements and Agreements of Subscriber
The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that:
| (a) |
the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation; | ||
| (b) |
the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer; | ||
| (c) |
the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); | ||
| (d) |
the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; | ||
| (e) |
the Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; | ||
| (f) |
the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; | ||
| (g) |
none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; | ||
| (h) |
the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with: | ||
| (i) |
any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and | ||
| (ii) |
applicable resale restrictions; | ||
| Subscription Agreement (with related appendices, schedules and forms) | Page 7 of 11 |
| (i) |
there is no government or other insurance covering any of the Securities; and | |
| (j) |
this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer. |
2.2 Representations, Warranties and Covenants of the Subscriber
The Subscriber represents and warrants to and covenants with the Issuer (on its own behalf and, if applicable, on behalf of the Beneficial Purchaser from whom the Subscriber is contracting hereunder) that, as at the date of this Subscription Agreement and at the Closing:
| (a) |
the Subscriber is not a U.S. Person; | ||
| (b) |
the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is an entity, it is duly incorporated or organized and validly subsisting under the laws of its jurisdiction of incorporation or organization and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; | ||
| (c) |
the 1933 Act or any state securities laws and that the sale of the Shares contemplated hereby is being made to a limited number of U.S. Accredited Investors in transactions not requiring registration under the 1933 Act; accordingly the Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act; | ||
| (d) |
the Subscriber acknowledges that the Issuer has not registered the offer and sale to the Subscriber of the Securities under the 1933 Act and the Subscriber acknowledges that there may be substantial restrictions on the transferability of, and that it may not be possible to liquidate its investment readily in, the Shares; | ||
| (e) |
the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; | ||
| (f) |
the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; | ||
| (g) |
the Subscriber has received and carefully read this Subscription Agreement; | ||
| (h) |
the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; | ||
| (i) |
the Subscriber is a resident of an International Jurisdiction (which is defined herein to mean a country other than Canada or the United States) and the Subscriber on its own behalf and, if applicable on behalf of others for whom it is hereby acting that: | ||
|
(i) |
the Subscriber is knowledgeable of, or has been independently advised as to, the | ||
|
International Securities Laws (which is defined herein to mean, in respect of each and every offer or sale of Purchased Securities, any securities laws having application to the Purchaser and the purchase of the Securities other than the laws of Canada and the United States and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto) which would apply to this subscription, if any; | |||
| (ii) |
the Subscriber is purchasing the Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions; | ||
| Subscription Agreement (with related appendices, schedules and forms) | Page 8 of 11 |
| (iii) |
the subscription by the Subscriber does not contravene any of the International Securities Laws applicable to the Subscriber and the Issuer and does not give rise to any obligation of the Issuer to prepare and file a prospectus or similar document or to register the Securities or to be registered with any governmental or regulatory authority; | ||
| (iv) |
the International Securities Laws do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and | ||
| (v) |
the Securities are being acquired for investment purposes only and not with a view to resale and distribution, and the distribution of the Securities to the Subscriber by the Issuer complies with all International Securities Laws; | ||
| (j) |
the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment; | ||
| (k) |
the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in any way whatsoever for the Subscriber’s decision to invest in the Securities and the Issuer; | ||
| (l) |
the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time; | ||
| (m) |
the Subscriber understands and agrees that the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Issuer; | ||
| (n) |
the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; | ||
| (o) |
the Subscriber is outside the United States when receiving and executing this Subscription Agreement; | ||
| (p) |
the Subscriber understands and agrees that none of the Securities have been registered under any state securities or “blue sky” laws of any state of the United States; | ||
| (q) |
the Subscriber is not an underwriter of, or dealer in, the shares of common stock of the Issuer, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities; | ||
| (r) |
no person has made to the Subscriber any written or oral representations: | ||
| (i) |
that any person will resell or repurchase any of the Securities; | ||
| (ii) |
that any person will refund the purchase price of any of the Securities; | ||
| (iii) |
as to the future price or value of any of the Securities; or | ||
| (iv) |
that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Issuer on any stock exchange or automated dealer quotation system. | ||
| Subscription Agreement (with related appendices, schedules and forms) | Page 9 of 11 |
2.3 Reliance, indemnity and notification of changes
The representations and warranties in the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices incorporated by reference) are made by the Subscriber with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Securities, and the Subscriber hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth in the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 5 to 12, and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.
2.4 Survival of representations and warranties
The representations and warranties contained in this Section will survive the Closing.
3. ACKNOWLEDGEMENT AND WAIVER
The Subscriber has acknowledged that the decision to acquire the Securities was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.
4. COLLECTION OF PERSONAL INFORMATION
4.1 The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Subscription Agreement and completing the offering. The Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Issuer to (a) stock exchanges or securities regulatory authorities, (b) the Issuer’s registrar and transfer agent, and (c) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Issuer in order to comply with the foregoing.
4.2 Furthermore, the Subscriber is hereby notified that the Issuer may deliver to the SEC certain personal information pertaining to the Subscriber, including such Subscriber’s full name, residential address and telephone number, the number of shares or other securities of the Issuer owned by the Subscriber, the number of Securities purchased by the Subscriber and the total purchase price paid for such Securities, the prospectus exemption relied on by the Issuer and the date of distribution of the Securities.
5. ISSUER’S ACCEPTANCE
The Subscription Agreement, when executed by the Subscriber, and delivered to the Issuer, will constitute a subscription for the Shares which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided on the face page(s) of the Subscription Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Subscriber, the Subscription Agreement will be entered into on the date of such execution by the Issuer.
6. CLOSING
6.1 On or before the end of the business day before the Closing Date, the Subscriber shall deliver to the Issuer or the Issuer’s lawyers the Subscription Agreement and all applicable schedules and required forms, duly executed, and wire payment in full for the total price of the Shares to be purchased by the Subscriber to the Issuer’s lawyers pursuant to the wiring instruction provided by the Issuer or the Issuer’s lawyers. After the funds are delivered to the Issuer’s lawyers, those lawyers are authorized to immediately release the funds to the Issuer.
| Subscription Agreement (with related appendices, schedules and forms) | Page 10 of 11 |
6.2 At Closing, the Issuer will deliver to the Subscriber the certificates representing the Shares purchased by the Subscriber registered in the name of the Subscriber or its nominee, or as directed by the Subscriber.
6.3 Where the funds for the purchase of the Shares are delivered to the Issuer’s lawyers, the Issuer is entitled to treat such funds as an interest free loan to the Issuer until such time as the subscription for the Shares is accepted and the certificates representing the Shares have been issued to the Subscriber.
7. LEGENDS
7.1 The Subscriber acknowledges that, in addition to the other legends that may be required by Securities Laws, the certificates representing the Shares will bear the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT
8. MISCELLANEOUS
7.1 The Subscriber agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by the Subscription Agreement.
7.2 The Subscriber hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Subscriber and delivered to the Issuer in connection with the Private Placement.
7.3 The Issuer will be entitled to rely on delivery by facsimile machine or e-mail of an executed copy of this Subscription Agreement, and acceptance by the Issuer of such facsimile or e-mail copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof. If less than a complete copy of this Subscription Agreement is delivered to the Issuer at Closing, the Issuer and its counsel are entitled to assume that the Subscriber accepts and agrees to all of the terms and conditions of the pages not delivered at Closing unaltered. This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement.
7.4 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.
6.4 Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Issuer considers necessary.
7.5 Time is of the essence of this Subscription Agreement.
7.6 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.
| Subscription Agreement (with related appendices, schedules and forms) | Page 11 of 11 |
7.7 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.
7.8 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.
7.9 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 1.
7.10 This Subscription Agreement is to be read with all changes in gender or number as required by the context.
7.11 This Subscription Agreement will be governed by and construed in accordance with the internal laws of State of Nevada (without reference to its rules governing the choice or conflict of laws).
End of General Provisions
End of Subscription Agreement